1 Channel for Fund Raising of Foreign Company through Thai Capital Market - Holding Company.

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1 Channel for Fund Raising of Foreign Company through Thai Capital Market - Holding Company

Holding Company (Thai incorporated) 2 Structure of Holding Company Foreign subsidiary (core business) > 50% (must be maintained) Shareholders (Thai/foreign) At least 50% of directors must be Thai resident* (PLC Act) At least 1 director must be Thai resident* Notes: * Thai Resident refers to individual living in Thailand > 180 days in a calendar year

Notes : - Companies undertaking core businesses : holding co. must have > 25% of voting rights - Sub. : Subsidiary D Sub. A Sub. B Holding Company Sub. CE (C) Size of other companies < 25% of size of holding co. (b) Size of sub. > 25% of size of holding co. F (a) Size of sub. + company (where holding co. holds shares >25%) > 75% of size of holding co. Companies undertaking core businesses > 50% > 25% Holds shares* <25% 3 Other companies Holding Company (Investment Proportion)

Criteria of Share Offering Approved by the SEC & Comply with disclosure requirement (filing prospectus jointly prepared by SEC approved financial advisor) Qualifications of Holding Company (approval and maintain criteria) 1. No conflict of interest in shareholding & management structures 2. Check & balance mechanism is in place: independent directors & audit committee members are appointed 3. Sound management system & reliable information disclosure 4. Financial statements are reviewed/audited by SEC approved auditor 5. Having control over subsidiary: - appoint representative as director in subsidiary proportionately to shareholding; - appropriate measure is available in case of related party transaction with potential conflict of interest 4 Holding Company (Qualifications)